SEC Form 4 · accession 0001209191-17-045934

Dare Bioscience, Inc. · DARE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Roger Hawley

Director

Period of report

Jul 19, 2017

Accepted (ET)

Jul 21, 2017 · 4:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001401914

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Jul 19, 2017	A	182,697	—	A	182,697	D
Common Stock^F1,F3	Jul 19, 2017	A	307,714	$0.00	A	490,411	I	By The Hawley Family Trust Dated October 22, 2004

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option to Purchase Common Stock^F1,F4,F5	$0.005	Jul 19, 2017	A	10,149	A	—	Dec 1, 2025	Common Stock	10,149	10,149	D
Option to Purchase Common Stock^F7,F6,F8	$6.56	Jul 19, 2017	A	2,200	A	—	Jul 19, 2027	Common Stock	2,200	2,200	D

Explanation of responses

F1In exchange for the issuance of shares of common stock and options to purchase shares of common stock of Dare Bioscience, Inc. (the "Corporation"), the Corporation acquired all of the issued and outstanding shares of common stock of Dare Bioscience Operations, Inc. ("Dare Operations") pursuant to the terms of a Stock Purchase Agreement, dated March 19, 2017, by and between the Corporation, Dare Operations and certain equityholders of Dare Operations party thereto, as filed with the Securities and Exchange Commission on Form 8-K on March 20, 2017 (such exchanges and issuances, the "Transaction").
F2The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 900,000 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
F3The shares of common stock of the Corporation reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These shares of common stock of the Corporation were received in connection with the Transaction in exchange for 1,515,857 shares of Dare Operations common stock. On the effective date of the Transaction, the closing price of the common stock of the Corporation, as reported on The Nasdaq Capital Market, was $6.56 per share (on a post-split basis). Each share of common stock of Dare Operations was cancelled and exchanged for the right to receive 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
F4The shares of common stock of the Corporation excercisable pursuant to the option reported reflect the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017. These options to purchase common stock of the Corporation were received in connection with the Transaction in exchange for 50,000 options to purchase shares of common stock of Dare Operations. Each option to purchase one share of common stock of Dare Operations was cancelled and exchanged for the right to receive an option to purchase 0.2029969047 shares of common stock of the Corporation (on a post-split basis).
F5Commencing on May 28, 2015 (the "Vesting Start Date"), Mr. Hawley shall acquire a vested interest in the shares of common stock of the Corporation exercisable pursuant to the option in a series of three (3) successive annual installments on the yearly anniversary of the Vesting Start Date, subject to Mr. Hawley's continued service to the Corporation.
F6The exercise price reported reflects the 10 for 1 reverse stock split effected by the Corporation on July 20, 2017.
F7Mr. Hawley was awarded options to purchase shares of the Corporation's common stock in connection with his service as a member of the Board of Directors (the "Director Options") pursuant to the Corporation's 2014 Stock Incentive Plan and the Non-Employee Director Compensation Policy.
F8The Director Options will vest in equal annual installments over a three year period measured from the date of grant, subject to Mr. Hawley's continued service to the Corporation, and will become exercisable in full upon a change of control of the Corporation.